{"url_path":"/sec/sos/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1346610/0001213900-26-057725-index.html","accession_number":"0001213900-26-057725","cik":"0001346610","ticker":"SOS","issuer_name":"SOS Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1346610/0001213900-26-057725-index.html","primary_entity_key":"0001346610","primary_entity_name":"SOS Ltd"},"word_count":11677,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n**A.\nShare Capital**\n\n \n\nNot\napplicable.\n\n \n\n67\n\n \n\n \n\n**B.\nMemorandum and Articles of Association**\n\n \n\nWe\nare a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association,\nas amended and restated from time to time and the Companies Law of the Cayman Islands, which is referred to as the Companies Law below,\nand the common law of the Cayman Islands.\n\n \n\nOur\nsixth amended and restated memorandum   and articles of association provides for two classes of shares, which became effective\nimmediately following our IPO, provides for two classes of shares, the Class A Ordinary Shares and Class B ordinary shares. Our authorized\nshare capital is US$50,000,000 divided into10,000,000,000 shares with a par value of US$0.005 each (the “Ordinary Shares”),\ncomprised of (1) 9,000,000,000 Class A Ordinary Shares with a par value of $0.005 each, and (2) 1,000,000,000 Class B Ordinary Shares\nwith a par value of $0.005 each. As of December 31, 2025, we had 13,235,663 Class A Ordinary Shares and 2,934,447 Class B ordinary shares\nissued and outstanding. Our directors may, in their absolute discretion and without the approval of our shareholders, create and designate\nout of the unissued shares of our company (including unissued Class A Ordinary Shares) one or more classes or series of preferred shares,\ncomprising such number of preferred shares, and having such designations, powers, preferences, privileges and other rights, including\ndividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, as our directors may determine. The\nfollowing are summaries of material provisions of our sixth amended and restated memorandum and articles of association and the Companies\nLaw insofar as they relate to the material terms of our ordinary shares.\n\n \n\nOn\nAugust 15, 2024, the Company’s shareholders adopted an ordinary resolution to increase the Company’s authorized share capital\nto US$50,000,000 divided into 10,000,000,000 shares with a par value of US$0.005 each, comprised of (1) 9,000,000,000 Class A Ordinary\nShares with a par value of US$0.005 each, and (2) 1,000,000,000 Class B ordinary shares with a par value of US$0.005 each.\n\n \n\nOn August 11, 2025, we held our 2025 Extraordinary\nGeneral Meeting of shareholders (the “2025 Extraordinary General Meeting”) to effect the following resolutions. First, as\nan ordinary resolution, the shareholders approved an increase of the authorized share capital of the Company by the creation of an additional\n500,000,000 Class B Ordinary Shares of a par value of US$0.005 each, to rank *pari passu*in all respects with the existing Class\nB Ordinary Shares. Second, as an ordinary resolution, the shareholders approved a share consolidation whereby every 150 issued and unissued\nClass A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005\neach in the share capital of the Company were consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary\nShare of a par value of US$0.75, respectively (the “2025 Share Consolidation”). Third, as an ordinary resolution, the shareholders\napproved a share subdivision whereby, following the effectiveness of the 2025 Share Consolidation, each authorized issued and unissued\nClass A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75\nwere subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01\neach, respectively (the “2025 Share Subdivision”). The 2025 Share Consolidation became effective on September 8, 2025, on\nwhich date the Company also completed its transition from an ADS listing to a direct listing of its Class A Ordinary Shares on the NYSE.\nNo fractional shares were issued in connection with the 2025 Share Consolidation. All fractional shares were rounded up to the nearest\nwhole number of shares. The 2025 Share Subdivision has not been implemented as of the date of this report.\n\n \n\n**Ordinary\nShares**\n\n \n\n*General*.\nAll of our issued and outstanding ordinary shares are fully paid and non-assessable. Our ordinary shares are issued in registered form,\nand are issued when registered in our register of members. Our shareholders who are nonresidents of the Cayman Islands may freely hold\nand vote their shares. Under our sixth amended and restated memorandum and articles of association, our company may issue only non-negotiable\nshares and may not issue bearer or negotiable shares.\n\n  \n\n*Dividends*.\nThe holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders\nmay by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands\nlaw, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or our share premium\naccount, provided that a dividend may not be paid if this would result in our company being unable to pay its debts as they fall due\nin the ordinary course of business.\n\n \n\n*Classes\nof Ordinary Shares*. Our ordinary shares are divided into Class A Ordinary Shares and Class B ordinary shares. Except for conversion\nrights and voting rights, the Class A Ordinary Shares and Class B ordinary shares shall carry equal rights and rank pari passu with one\nanother, including but not limited to the rights to dividends and other capital distributions.\n\n \n\nEach\nClass B ordinary share is convertible into one Class A Ordinary Share at any time by the holder thereof. In addition, (i) each Class\nB ordinary share shall automatically and immediately be converted into one Class A Ordinary Share if at any time the total number of\nthe issued and outstanding Class B ordinary shares is less than 5% of the total number of Class B ordinary shares of our company issued\nand outstanding immediately following the IPO, and (ii) upon any sale, transfer, assignment or disposition of Class B ordinary shares\nby a holder thereof to any person or entity which is not an Affiliate (as defined in our sixth amended and restated memorandum and articles\nof association) of such holder, such Class B ordinary shares shall be automatically and immediately converted into an equal number of\nClass A Ordinary Shares. Class A Ordinary Shares are not convertible into Class B ordinary shares under any circumstances.\n\n \n\n*Voting\nRights*. Holders of our ordinary shares vote as a single class on all matters submitted to a vote of our shareholders, except as may\notherwise be required by law. In respect of matters requiring shareholders’ vote, each Class A Ordinary Share is entitled to one\nvote and each Class B ordinary share is entitled to 10 votes.\n\n \n\nAn\nordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes cast by those shareholders\nentitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote\nof no less than two-thirds of the votes cast by those shareholders entitled to vote who are present in person or by proxy at a general\nmeeting. A special resolution is required for important matters such as a change of name or any amendment to our sixth amended and restated\nmemorandum and articles of association. Holders of our ordinary shares may effect certain changes by ordinary resolution, including increasing\nthe amount of our authorized share capital, consolidating all or any of our share capital into shares of larger amount than our existing\nshares, sub-dividing our shares or any of them into shares of an amount smaller than that fixed by our memorandum, and cancelling any\nunissued shares.\n\n \n\n68\n\n \n\n \n\n*General\nMeetings of Shareholders and Shareholder Proposals*. As a Cayman Islands exempted company, we are not obliged by the Companies Law\nto call shareholders’ annual general meetings. Our sixth amended and restated memorandum and articles of association provide that\nwe may, but are not obliged to, in each year hold a general meeting as our annual general meeting in which case we shall specify the\nmeeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by\nour directors.\n\n \n\nShareholders’\nannual general meetings and any other general meetings of our shareholders may be convened by our board of directors. Advance notice\nof at least 15 calendar days is required for the convening of our annual general shareholders’ meeting and any other general meeting\nof our shareholders. A quorum required for a general meeting of shareholders consists of one or more shareholders present in person or\nby proxy or, if a corporation or other non-natural person, by its duly authorized representative, who hold in aggregate not less than\none-third of the votes attaching to all issued and outstanding shares of our company entitled to vote at general meetings.\n\n \n\nCayman\nIslands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any\nright to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.\nOur sixth amended and restated memorandum and articles of association allow any of our shareholders holding in the aggregate not less\nthan two-thirds of the aggregate number of votes attaching to all issued and outstanding shares of our company entitled to vote at general\nmeetings, to requisition an extraordinary general meeting of the shareholders, in which case our directors are obliged to call such meeting\nand to put the resolutions so requisitioned to a vote at such meeting; however, our sixth amended and restated memorandum and articles\nof association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general\nmeetings not called by such shareholders.\n\n \n\n*Transfer\nof Shares*. Subject to the restrictions of our sixth amended and restated memorandum and articles of association set out below, as\napplicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in writing and\nin such usual or common form or such other form approved by our board of directors.\n\n \n\nOur\nboard of directors may, in its absolute discretion, and without assigning any reason, refuse to register any transfer of any ordinary\nshare which is not fully paid up or upon which our company has a lien. Our directors may also decline to register any transfer of any\nordinary share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which\nit relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;\n(b) the instrument of transfer is in respect of only one class of shares; (c) the instrument of transfer is properly stamped, if required;\n(d) in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not\nexceed four; or (e) a fee of such maximum sum as the NYSE may determine to be payable, or such lesser sum as our board of directors may\nfrom time to time require, is paid to us in respect thereof.\n\n \n\nIf\nour directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged,\nsend to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on fourteen (14) days’\nnotice being given by advertisement in an appointed newspaper or any other newspapers or by any other means in accordance with the requirements\nof the NYSE to that effect, be suspended at such times and for such periods (not exceeding in the whole thirty (30) calendar days in\nany year) as our directors may determine.\n\n \n\n*Liquidation*.\nOn a winding up of our company, if the assets available for distribution among our shareholders shall be more than sufficient to repay\nthe whole of the share capital at the commencement of the winding up, the surplus shall be distributed among our shareholders in proportion\nto the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect\nof which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution\nare insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders\nin proportion to the par value of the shares held by them.\n\n \n\n*Calls\non Shares and Forfeiture of Shares*. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid\non their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares\nthat have been called upon and remain unpaid on the specified time are subject to forfeiture.\n\n \n\n*Redemption,\nPurchase and Surrender of Shares*. We may issue shares on terms that such shares are subject to redemption, at our option or at the\noption of the holders, on such terms and in such manner as our board of directors, before the issue of such shares, or our shareholders\nby special resolution may determine. Our company may also repurchase any of our shares provided that the manner and terms of such purchase\nhave been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our memorandum\nand articles of association. Under the Companies Law, the redemption or repurchase of any share may be paid out of our company’s\nprofits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including\nshare premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall\ndue in the ordinary course of business. In addition, under the Companies Law no such share may be redeemed or repurchased (a) unless\nit is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has\ncommenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.\n\n \n\n69\n\n \n\n \n\n*Variations\nof Rights of Shares*. If at any time, our share capital is divided into different classes of shares, the rights attached to any class\nof shares may be varied or abrogated either with the written consent of the holders of two-thirds of the issued shares of that class,\nor with the sanction of a special resolution passed at a general meeting of the holders of shares of that class. The rights conferred\nupon the holders of the shares of any class issued with preferred or other rights will not, unless otherwise expressly provided by the\nterms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with\nsuch existing class of shares.\n\n \n\n*Inspection\nof Books and Records*. Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of\nour list of shareholders or our corporate records. However, at the discretion of our board of directors, we intend to provide our shareholders\nwith annual audited financial statements. See “Item 10. Additional Information—H. Documents on Display.”\n\n \n\n*Changes\nin Capital*. Our shareholders may from time to time by ordinary resolution:\n\n \n\n \n●\nincrease\nour share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;\n\n \n\n \n●\nconsolidate or divide all\nor any of our share capital into shares of a larger or smaller amount than our existing shares;\n\n \n\n \n●\nsub-divide our existing\nshares, or any of them into shares of as amount smaller than that fixed by our memorandum; and\n\n \n\n \n●\ncancel any shares that,\nat the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of\nour share capital by the amount of the shares so cancelled.\n\n \n\nOur\nshareholders may, by special resolution and subject to confirmation by the Grand Court of the Cayman Islands on an application by our\ncompany for an order confirming such reduction, reduce our share capital and any capital redemption reserve in any manner authorized\nby law.\n\n \n\n*Issuance\nof Additional Shares*. Our sixth amended and restated memorandum and articles of association authorizes our board of directors to\nissue additional ordinary shares from time to time as our board of directors shall determine, to the extent there are available authorized\nbut unissued shares.\n\n \n\nOur\nsixth amended and restated memorandum and articles of association authorizes our board of directors to establish from time to time one\nor more series of convertible redeemable preferred shares and to determine, with respect to any series of convertible redeemable preferred\nshares, the terms and rights of that series, including:\n\n \n\n \n●\ndesignation of the series;\n\n \n\n \n●\nthe number of shares of\nthe series;\n\n \n\n \n●\nthe dividend rights, conversion\nrights and voting rights; and\n\n \n\n \n●\nthe rights and terms of\nredemption and liquidation preferences.\n\n \n\nThe\nissuance of convertible redeemable preferred shares may be used as an anti-takeover device without further action on the part of the\nshareholders. Issuance of these shares may dilute the voting power of holders of ordinary shares.\n\n \n\n70\n\n \n\n \n\n*Anti-Takeover\nProvisions*. Some provisions of our sixth amended and restated memorandum and articles of association may discourage, delay or prevent\na change of control of our company or management that shareholders may consider favorable, including provisions that:\n\n \n\n \n●\nauthorize our board of\ndirectors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions\nof such preferred shares without any further vote or action by our shareholders; and\n\n \n\n \n●\nlimit the ability of shareholders\nto requisition and convene general meetings of shareholders.\n\n \n\nHowever,\nunder Cayman Islands law, our directors may only exercise the rights and powers granted to them under our sixth amended and restated\nmemorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our\ncompany.\n\n \n\n*Exempted\nCompany*. We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary\nresident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside\nof the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the\nsame as for an ordinary company except that an exempted company:\n\n \n\n \n●\ndoes not have to file an\nannual return of its shareholders with the Registrar of Companies;\n\n \n\n \n●\nis not required to open\nits register of members for inspection;\n\n \n\n \n●\ndoes not have to hold an\nannual general meeting;\n\n \n\n \n●\nmay issue negotiable or\nbearer shares or shares with no par value;\n\n \n\n \n●\nmay obtain an undertaking\nagainst the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);\n\n \n\n \n●\nmay register by way of\ncontinuation in another jurisdiction and be deregistered in the Cayman Islands;\n\n \n\n \n●\nmay register as a limited\nduration company; and\n\n \n\n \n●\nmay register as a segregated\nportfolio company.\n\n \n\n*“Limited\nliability”* means that the liability of each shareholder is limited to the amount unpaid by the shareholder on its shares\nof the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal\nor improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Our sixth amended\nand restated memorandum and articles of association contains a declaration that the liability of our members is so limited.\n\n \n\n*Register\nof Members*. Under the Companies Law, we must keep a register of members and there should be entered therein:\n\n \n\n \n●\nthe names and addresses\nof our members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the\nshares of each member;\n\n \n\n \n●\nthe date on which the name\nof any person was entered on the register as a member; and\n\n \n\n \n●\nthe date on which any person\nceased to be a member.\n\n \n\n71\n\n \n\n \n\nUnder\nCayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register\nof members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register\nof members is deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members.\n\n \n\nIf\nthe name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay\nin entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any\nmember of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified,\nand the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification\nof the register.\n\n \n\n**Differences\nin Corporate Law**\n\n \n\nThe\nCompanies Law is derived, to a large extent, from the older Companies Acts of England, but does not follow recent United Kingdom statutory\nenactments, and accordingly there are significant differences between the Companies Law and the current Companies Act of England.\nIn addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is\na summary of certain significant differences between the provisions of the Companies Law applicable to us and the comparable provisions\nof the laws applicable to companies incorporated in the State of Delaware and their shareholders.\n\n \n\n*Mergers\nand Similar Arrangements*. The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman\nIslands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent\ncompanies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a\n“consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of\nthe undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation,\nthe directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (i)\na special resolution of the shareholders of each constituent company and (ii) such other authorization, if any, as may be specified in\nsuch constituent company’s articles of association. The plan of merger or consolidation must be filed with the Registrar of Companies\ntogether with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each\nconstituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors\nof each constituent company and that notification of the merger will be published in the Cayman Islands Gazette. Dissenting shareholders\nhave the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman\nIslands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or\nconsolidation effected in compliance with these statutory procedures.\n\n \n\nIn\naddition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement\nis approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must,\nin addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and\nvoting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently\nthe arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express\nto the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines\nthat:\n\n \n\n \n●\nthe statutory provisions\nas to the required majority vote have been met;\n\n \n\n \n●\nthe shareholders have been\nfairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to\npromote interests adverse to those of the class;\n\n \n\n \n●\nthe arrangement is such\nthat may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and\n\n \n\n \n●\nthe arrangement is not\none that would more properly be sanctioned under some other provision of the Companies Law.\n\n \n\n72\n\n \n\n \n\nWhen\na take-over offer is made and accepted by holders of 90.0% of the shares affected (within four months after they marking the offer),\nthe offeror may, within a two-month period commencing on the expiration of such four months period, require the holders of the remaining\nshares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this\nis unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.\n\n \n\nIf\nan arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which\nwould otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash\nfor the judicially determined value of the shares.\n\n \n\n*Shareholders’\nSuits*. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a\nderivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood\nbe of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to apply and follow common law principles\nso that a non-controlling shareholder may be permitted to commence a class action against the company or a derivative action in the name\nof the company to challenge certain acts, including the following:\n\n \n\n \n●\nan act which is ultra vires\nthe company or illegal and is therefore incapable of ratification by the shareholders;\n\n \n\n \n●\nan act which, although\nnot ultra vires, could only be effected if duly authorized by a resolution with a qualified or special majority (i.e., more than\na simple majority) that has not been obtained; and\n\n \n\n*Indemnification\nof Directors and Executive Officers and Limitation of Liability*. Cayman Islands law does not limit the extent to which a company’s\nmemorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision\nmay be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the\nconsequences of committing a crime.\n\n \n\nOur\nsixth amended and restated memorandum and articles of association provide that our directors and officers shall be indemnified against\nall actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer,\nother than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our company’s\nbusiness or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities\nor discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by\nsuch director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs\nin any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware\nGeneral Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors\nand senior executive officers that will provide such persons with additional indemnification beyond that provided in our sixth amended\nand restated memorandum and articles of association.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling\nus under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy\nas expressed in the Securities Act and is therefore unenforceable.\n\n \n\n*Directors’\nFiduciary Duties*. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and\nits shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act\nin good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director\nmust inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.\nThe duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation.\nHe or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and\nmandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer\nor controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been\nmade on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation.\nHowever, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning\na transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value\nto the corporation.\n\n \n\n73\n\n \n\n \n\nAs\na matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company\nand therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of\nthe company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty\nnot to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to\na third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered\nthat a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from\na person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with\nregard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.\n\n \n\n*Shareholder\nAction by Written Consent*. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act\nby written consent by amendment to its certificate of incorporation. As permitted by Cayman Islands law, our sixth amended and restated\nmemorandum and articles of association provide that our shareholders may approve corporate matters by way of a unanimous written resolution\nsigned by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting\nbeing held.\n\n \n\n*Shareholder\nProposals*. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting\nof shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board\nof directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special\nmeetings.\n\n \n\nCayman\nIslands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any\nright to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.\nOur sixth amended and restated memorandum and articles of association allow any of our shareholders holding in the aggregate not less\nthan two-thirds of the aggregate number of votes attaching to all issued and outstanding shares of our company entitled to vote at general\nmeetings to requisition an extraordinary meeting of the shareholders, in which case the directors are obliged to call such meeting and\nto put the resolutions so requisitioned to a vote at such meeting. However, our articles do not provide our shareholders with any right\nto put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.\n\n \n\nAs\nan exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. Our sixth amended\nand restated memorandum and articles of association provides that we may in each year to hold a general meeting as our annual general\nmeeting, and to specify the meeting as such in the notice calling it.\n\n \n\n*Cumulative\nVoting*. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s\ncertificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders\non a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single\ndirector, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation\nto cumulative voting under Cayman Islands law, but our sixth amended and restated memorandum and articles of association do not provide\nfor cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders\nof a Delaware corporation.\n\n \n\n*Removal\nof Directors*. Under the Delaware General Corporation Law, a director of a corporation with a classified board of directors may be\nremoved only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation\nprovides otherwise. Under our sixth amended and restated memorandum and articles of association, directors may be removed by ordinary\nresolution. The notice of any meeting at which a resolution to remove a director is proposed or voted upon must contain a statement of\nthe* *intention to remove that director and such notice must be served on that director not less than ten (10) calendar days\nbefore the meeting. Such director is entitled to attend the meeting and be heard on the motion for his removal.\n\n \n\n*Transactions\nwith Interested Shareholders*. The Delaware General Corporation Law contains a business combination statute applicable to Delaware\ncorporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate\nof incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three\nyears following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group\nwho or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect\nof limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated\nequally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder,\nthe board of directors approves either the business combination or the transaction which resulted in the person becoming an interested\nshareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with\nthe target’s board of directors.\n\n \n\n74\n\n \n\n \n\nCayman\nIslands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business\ncombination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders,\nit does provide that such transactions must be entered into bona fide in the best interests of the company for a proper corporate purpose\nand not with the effect of constituting a fraud on the minority shareholders.\n\n \n\n*Dissolution;\nWinding up*. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution\nmust be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the\nboard of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware\ncorporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated\nby the board of directors. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands\nor by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of\nits members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion\nof the court, just and equitable to do so.\n\n \n\nUnder\nthe Companies Law of the Cayman Islands, our company may be dissolved, liquidated or wound up voluntarily by a special resolution, or\nby an ordinary resolution on the basis that we are unable to pay our debts as they fall due.\n\n \n\n*Variation\nof Rights of Shares*. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the\napproval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our\nsixth amended and restated memorandum and articles of association, and as permitted by Cayman Islands law, if our share capital is divided\ninto more than one class of shares, we may vary the rights attached to any class either with the written consent of the holders of two-thirds\nof the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares\nof that class.\n\n \n\n*Amendment\nof Governing Documents*. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with\nthe approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under\nCayman Islands law, our memorandum and articles of association may only be amended by special resolution.\n\n \n\n*Inspection\nof Books and Records*. Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect\nor make copies of the corporation’s stock ledger, list of shareholders and other books and records.\n\n \n\nHolders\nof our shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate\nrecords. However, we intend to provide our shareholders with annual reports containing audited financial statements.\n\n \n\n*Anti-takeover\nProvisions in Our Memorandum and Articles of Association*. Some provisions of our sixth amended and restated memorandum and articles\nof association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable,\nincluding a provision that authorizes our board of directors to issue preference shares in one or more series and to designate the price,\nrights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.\n\n \n\nSuch\nshares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management\nmore difficult. If our board of directors decides to issue these preference shares, the price of our Class A Ordinary Shares may fall\nand the voting and other rights of the holders of our ordinary shares and Class A Ordinary Shares may be materially and adversely affected.\n\n \n\nHowever,\nunder Cayman Islands law, our directors may only exercise the rights and powers granted to them under our sixth amended and restated\nmemorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our\ncompany.\n\n \n\n*Rights\nof Non-resident or Foreign Shareholders*. There are no limitations imposed by our sixth amended and restated memorandum and articles\nof association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there\nare no provisions in our sixth amended and restated memorandum and articles of association governing the ownership threshold above which\nshareholder ownership must be disclosed.\n\n \n\n75\n\n \n\n \n\n**C. Material\nContracts**\n\n \n\nWe\nhave not entered into any material contracts other than in the ordinary course of business and other than those described in “Item\n4. Information on the Company” or elsewhere in this annual report on Form 20-F.\n\n \n\n**D.\nExchange Controls**\n\n \n\nSee\n“Item 4. Information on the Company— B. Business Overview—Regulations—Regulations Related to Foreign Exchange.”\n\n \n\n**E.\nTaxation**\n\n \n\nThe\nfollowing summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of ownership of our ordinary shares is\nbased upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject\nto change. This summary does not deal with all possible tax consequences relating to ownership of our ordinary shares, such as the tax\nconsequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, PRC and the United\nStates.\n\n \n\n**Cayman\nIslands Taxation**\n\n \n\nThe\nCayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is\nno taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government\nof the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the\njurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made\nto or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.\n\n \n\nPayments\nof dividends and capital in respect of the ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will\nbe required on the payment of a dividend or capital to any holder of the ordinary shares, nor will gains derived from the disposal of\nthe ordinary shares be subject to Cayman Islands income or corporation tax.\n\n \n\nNo\nstamp duty is payable on an instrument of transfer in respect of an ordinary share.\n\n \n\n**People’s\nRepublic of China Taxation**\n\n \n\nUnder\nthe EIT Law, which became effective on January 1, 2008, an enterprise established outside the PRC with “de facto management bodies”\nwithin the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a\nuniform 25% enterprise income tax rate on its worldwide income. In 2009, the SAT issued SAT Circular 82, which provides certain specific\ncriteria for determining whether the “de facto management body” of a PRC controlled enterprise that is incorporated offshore\nis located in China. Further to SAT Circular 82, in 2011, the SAT issued SAT Bulletin 45 to provide more guidance on the implementation\nof SAT Circular 82.\n\n \n\nAccording\nto SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be considered a\nPRC resident enterprise by virtue of having its “de facto management body” in China and will be subject to PRC enterprise\nincome tax on its worldwide income only if all of the following conditions are met: (a) the senior management and core management departments\nin charge of its daily operations function have their presence mainly in the PRC; (b) its financial and human resources decisions are\nsubject to determination or approval by persons or bodies in the PRC; (c) its major assets, accounting books, company seals, and minutes\nand files of its board and shareholders’ meetings are located or kept in the PRC; and (d) more than half of the enterprise’s\ndirectors or senior management with voting rights habitually reside in the PRC. Although SAT Circular 82 and SAT Bulletin 45 only apply\nto offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups and not those controlled by PRC individuals\nor foreigners, the determination criteria set forth therein may reflect the SAT’s general position on how the term “de facto\nmanagement body” could be applied in determining the tax resident status of offshore enterprises, regardless of whether they are\ncontrolled by PRC enterprises, individuals or foreigners.\n\n \n\n76\n\n \n\n \n\nWe\nbelieve that we do not meet all of the criteria described above. We believe that neither we nor our subsidiaries outside of China are\nPRC tax resident enterprises, because neither we nor they are controlled by a PRC enterprise or PRC enterprise group, and because our\nrecords and their records (including the resolutions of the respective boards of directors and the resolutions of shareholders) are maintained\noutside the PRC. However, as the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties\nremain with respect to the interpretation of the term “de facto management body” when applied to our offshore entities, we\nmay be considered as a resident enterprise and therefore may be subject to PRC enterprise income tax at 25% on our worldwide income.\nIn addition, if the PRC tax authorities determine that we are a PRC resident enterprise for PRC enterprise income tax purposes, dividends\nwe pay to non-PRC holders may be subject to PRC withholding tax, and gains realized on the sale or other disposition of ordinary shares\nmay be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case,\nsubject to the provisions of any applicable tax treaty), if such dividends or gains are deemed to be from PRC sources. Any such tax may\nreduce the returns on your investment in the ordinary shares.\n\n \n\nIf\nwe are considered a “non-resident enterprise” by the PRC tax authorities, the dividends we receive from our PRC subsidiaries\nwill be subject to a 10% withholding tax. The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign\ninvested enterprise to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident\nenterprise without any establishment or place within China or if the received dividends have no connection with the establishment or\nplace of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has\na tax treaty with China that provides for a different withholding arrangement. Under the Arrangement Between the PRC and the Hong Kong\nSpecial Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income and\nCapital, the dividend withholding tax rate may be reduced to 5%, if a Hong Kong resident enterprise that receives a dividend is considered\na non-PRC tax resident enterprise and holds at least 25% of the equity interests in the PRC enterprise distributing the dividends, subject\nto approval of the PRC local tax authority. However, if the Hong Kong resident enterprise is not considered to be the beneficial owner\nof such dividends under app China SOS Limited may be able to enjoy the 5% withholding tax rate for the dividends it receives from its\nPRC subsidiaries if it satisfies the relevant conditions under tax rules and regulations, and obtains the approvals as required.\n\n \n\n**U.S.\nFederal Income Tax Considerations**\n\n \n\nThe\nfollowing is a discussion of the material U.S. federal income tax considerations relevant to the ownership and disposition of our ordinary\nshares by U.S. Holders (as defined below) that hold our ordinary shares as “capital assets” (generally, property held for\ninvestment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon applicable provisions\nof the Code, U.S. Treasury regulations promulgated thereunder, pertinent judicial decisions, interpretive rulings of the Internal Revenue\nService, or the IRS, and such other authorities as we have considered relevant, all of which are subject to change, possibly with retroactive\neffect. This discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in\nlight of their individual investment circumstances, including investors subject to special tax rules (for example, certain financial\ninstitutions; insurance companies; broker-dealers; pension plans; regulated investment companies; real estate investment trusts; tax-exempt\norganizations (including private foundations); holders who are not U.S. Holders (as defined below); holders who own (directly, indirectly,\nor constructively) 10% or more of our voting stock; investors that will hold their ordinary shares as part of a straddle, hedge, conversion,\nconstructive sale, or other integrated transaction for U.S. federal income tax purposes; investors that are traders in securities that\nhave elected the mark-to-market method of accounting; or investors that have a functional currency other than the U.S. dollar), all of\nwhom may be subject to tax rules that differ significantly from those discussed below.\n\n \n\nIn\naddition, this discussion does not address tax considerations relevant to U.S. Holders under any non-U.S., state or local tax laws, the\nMedicare tax on net investment income, U.S. federal estate or gift tax, or the alternative minimum tax. Each U.S. Holder is urged to\nconsult its tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of an investment in\nordinary shares.\n\n \n\nThe\ndiscussion below of U.S. federal income tax consequences applies to you if you are a “U.S. Holder.” You are a U.S. Holder\nif you are a beneficial owner of our ordinary shares and you are: (i) an individual who is a citizen or resident of the United States\nfor U.S. federal income tax purposes; (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes,\ncreated in, or organized under the law of the United States, any state thereof or the District of Columbia; (iii) an estate the income\nof which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (A) the administration\nof which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control\nall substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.\n\n \n\n77\n\n \n\n \n\nIf\nyou are a partner in a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes)\nthat holds our ordinary shares, your tax treatment generally will depend on your status and the activities of the partnership. Partners\nin a partnership holding our ordinary shares should consult their tax advisors regarding the tax consequences of an investment in the\nordinary shares.\n\n \n\nWe\nare a corporation organized under the laws of the Cayman Islands. As such, we believe that we are properly classified as a non-U.S. corporation\nfor U.S. federal income tax purposes. Under certain provisions of the Code and U.S. Treasury regulations, however, if (1) pursuant to\na plan (or a series of related transactions), a non-U.S. corporation (such as our company) acquires substantially all of the properties\nconstituting a trade or business of a U.S. partnership, (2) after the acquisition 80% or more of the stock (by vote or value) of the\nnon- U.S. corporation (excluding stock issued in a public offering related to the acquisition) is owned by former partners of the U.S.\npartnership by reason of their holding a capital or profits interest in the U.S. partnership, and (3) the non-U.S. corporation and certain\nof its affiliates do not have substantial business activities in the country in which the non-U.S. corporation is organized, then the\nnon-U.S. corporation will be considered a U.S. corporation for U.S. federal income tax purposes. Prior to our conversion to a Cayman\nIslands company, we were a Delaware LLC treated as a partnership for U.S. federal income tax purposes. We do not believe that the Delaware\nLLC was engaged in a trade or business, either directly or through entities treated as transparent for U.S. federal income tax purposes\nand therefore, we believe that the first requirement was not met. However, there is no direct authority on how the relevant rules of\nthe Code might apply to us and our reorganization. You are urged to consult your tax advisor concerning the income tax consequences of\nholding or disposing of ordinary shares if we were to be treated as a U.S. corporation for U.S. federal income tax purposes. The remainder\nof this discussion assumes that our company is treated as a non-U.S. corporation for U.S. federal income tax purposes.\n\n \n\n**Dividends**\n\n \n\nSubject\nto the PFIC rules discussed below, any cash distributions (including the amount of any PRC tax withheld) paid on our ordinary shares\nout of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible\nin your gross income as dividend income on the day actually or constructively received by you, in the case of ordinary shares. Because\nwe do not intend to determine our earnings and profits under U.S. federal income tax principles, any distribution paid will generally\nbe treated as a dividend for U.S. federal income tax purposes. Dividends received on our ordinary shares will not be eligible for the\ndividends received deduction allowed to corporations under the Code.\n\n \n\nA\nnon-corporate recipient will be subject to tax at preferential tax rates applicable to “qualified dividend income,” provided\nthat certain conditions are satisfied, including that (1) our ordinary shares is readily tradable on an established securities market\nin the United States, or, in the event that we are deemed to be a PRC tax resident enterprise under the PRC tax law, we are eligible\nfor the benefit of the United States-PRC income tax treaty, or the Treaty, (2) we are neither a PFIC nor treated as such with respect\nto a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain\nholding period requirements are met.\n\n \n\nIn\nthe event that we are deemed to be a PRC tax resident enterprise under PRC tax law, you may be subject to PRC withholding taxes on dividends\npaid on our ordinary shares, as described under “— People’s Republic of China Taxation”. If we are deemed to\nbe a PRC tax resident enterprise, we may, however, be eligible for the benefits of the Treaty. If we are eligible for such benefits,\ndividends we pay on our ordinary shares, regardless of whether such shares are represented by our ordinary shares, may be eligible for\nthe reduced rates of taxation applicable to qualified dividend income, as discussed above.\n\n \n\nFor\nU.S. foreign tax credit purposes, dividends generally will be treated as income from foreign sources and generally will constitute passive\ncategory income. Depending on your particular circumstances, you may be eligible, subject to a number of complex limitations, to claim\na foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ordinary shares. If you do not\nelect to claim a foreign tax credit for foreign tax withheld, you may instead claim a deduction, for U.S. federal income tax purposes,\nfor the foreign tax withheld, but only for a year in which you elect to do so for all creditable foreign income taxes. The rules governing\nthe foreign tax credit are complex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under\nyour particular circumstances.\n\n \n\n78\n\n \n\n \n\n**Sale\nor Other Disposition of Ordinary Shares**\n\n \n\nSubject\nto the PFIC rules discussed below, you generally will recognize capital gain or loss upon the sale or other disposition of our ordinary\nshares in an amount equal to the difference, if any, between the amount realized upon the disposition and your adjusted tax basis in\nsuch ordinary shares. Any capital gain or loss will be long-term capital gain or loss if you have held the ordinary shares for more than\none year, and will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. The deductibility of a capital loss may\nbe subject to limitations. In the event that we are deemed to be a PRC tax resident enterprise under PRC tax law, gain from the disposition\nof the ordinary shares may be subject to tax in the PRC, as described under “—People’s Republic of China Taxation.”\nIf such income were treated as U.S.-source income for foreign tax credit purposes, you might not be able to use the foreign tax credit\narising from any tax imposed on the sale, exchange, or other taxable disposition of our ordinary shares unless such credit could be applied\n(subject to applicable limitations) against tax due on other income derived from foreign sources. However, if PRC tax were to be imposed\non any gain from the disposition of our ordinary shares, and if you are eligible for the benefits of the Treaty, you generally may treat\nsuch gain as foreign-source income. You are urged to consult your tax advisor regarding the tax consequences if a foreign tax is imposed\non a disposition of our ordinary shares, including the availability of the foreign tax credit under your particular circumstances.\n\n \n\n**PFIC\nRules**\n\n \n\nA\nnon-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if\neither (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more\nof the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of\npassive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange\nof property producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s\ngoodwill associated with active business activity is taken into account as a non-passive asset. We will be treated as owning our proportionate\nshare of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly,\nmore than 25% (by value) of the stock.\n\n \n\nBased\non the projected composition of our assets and income, we believe we are not currently a PFIC and we do not anticipate becoming a PFIC\nfor our taxable year ending December 31, 2025. While we do not anticipate becoming a PFIC, because the value of our assets for purposes\nof the PFIC asset test will generally be determined by reference to the market price of our ordinary shares, fluctuations in the market\nprice of our ordinary shares may cause us to become a PFIC for the current or any subsequent taxable year. The determination of whether\nwe will become a PFIC will also depend, in part, on the composition of our income and assets, which will be affected by how, and how\nquickly, we use our liquid assets and the cash raised in our IPO. Whether we are a PFIC is a factual determination and we must make a\nseparate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Accordingly, we cannot assure\nyou that we are not a PFIC and will not be a PFIC for our taxable year ending December 31, 2025 or any future taxable year. If we are\nclassified as a PFIC for any taxable year during which you hold our ordinary shares, we generally will continue to be treated as a PFIC,\nunless you make certain elections, for all succeeding years during which you hold our ordinary shares even if we cease to qualify as\na PFIC under the rules set forth above.\n\n \n\nIf\nwe are a PFIC for any taxable year during which you hold our ordinary shares, you will be subject to special tax rules with respect to\nany “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge)\nof our ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable\nyear that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years\nor your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:\n\n \n\n \n●\nthe excess distribution\nor gain will be allocated ratably over your holding period for the ordinary shares;\n\n \n\n \n●\namounts allocated to the\ncurrent taxable year and any taxable years in your holding period prior to the first taxable year in which we are classified as a\nPFIC, or a pre-PFIC year, will be taxable as ordinary income; and\n\n \n\n \n●\namounts allocated to each\nprior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect\napplicable to you for that year, and such amounts will be increased by an additional tax equal to interest on the resulting tax deemed\ndeferred with respect to such years.\n\n \n\n79\n\n \n\n \n\nIf\nwe are a PFIC for any taxable year during which you hold our ordinary shares and any of our non-U.S. subsidiaries is also a PFIC, you\nwill be treated as owning a proportionate amount (by value) of the shares of each such non-U.S. subsidiary classified as a PFIC for purposes\nof the application of these rules.\n\n \n\nAlternatively,\na U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC\nto elect out of the tax treatment discussed in the two preceding paragraphs. If you make a valid mark-to-market election for the ordinary\nshares, you will include in income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as\nof the close of your taxable year over your adjusted basis in such ordinary shares. You will be allowed a deduction for the excess, if\nany, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions\nwill be allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable\nyears. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the\nordinary shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market\nloss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent\nthat the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in\nthe ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, tax rules that\napply to distributions by corporations which are not PFICs (described above in “—Dividends”) would apply to distributions\nby us (except that the preferential rates for qualified dividend income would not apply).\n\n \n\nThe\nmark-to-market election is available only for “marketable stock” which is stock that is traded in other than de minimis quantities\non at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined\nin applicable U.S. Treasury regulations. We expect that the ordinary shares will be listed on the NYSE, which is a qualified exchange\nfor these purposes. If the ordinary shares are regularly traded, and the ordinary shares qualify as “marketable stock” for\npurposes of the mark-to-market rules, then the mark-to-market election might be available to you if we were to become a PFIC.\n\n \n\nBecause,\nas a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, you may continue to be subject\nto the PFIC rules with respect to your indirect interest in any investments held by us that are treated as an equity interest in a PFIC\nfor U.S. federal income tax purposes.\n\n \n\nWe\ndo not currently intend to provide information necessary for you to make qualified electing fund elections, which, if available, would\nresult in tax treatment different from the general tax treatment for PFICs described above.\n\n \n\nIf\nyou own our ordinary shares during any taxable year that we are a PFIC, you must file an annual report with the IRS, subject to certain\nexceptions based on the value of the ordinary shares held. A failure to file a required annual report will suspend the statute of limitations\nwith respect to any tax return, event, or period to which such report relates (potentially including with respect to items that do not\nrelate to your investment in the ordinary shares). You are urged to consult your tax advisor concerning the U.S. federal income tax consequences\nof holding and disposing of our ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nYou\nmay be required to submit to the IRS certain information with respect to your beneficial ownership of our ordinary shares, if such ordinary\nshares are not held on your behalf by certain financial institutions. Penalties also may be imposed if you are required to submit such\ninformation to the IRS and fail to do so.\n\n \n\nDividend\npayments with respect to ordinary shares and proceeds from the sale, exchange or redemption of ordinary shares may be subject to information\nreporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply to you, however, if you furnish a correct\ntaxpayer identification number and make any other required certification or are otherwise exempt from backup withholding. If you are\nrequired to establish your exempt status you generally must provide such certification on IRS Form W-9 or an acceptable substitute form.\n\n \n\nBackup\nwithholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability,\nand you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund\nwith the IRS and furnishing any required information. You are urged to consult your tax advisor regarding the application of the U.S.\ninformation reporting and backup withholding rules.\n\n \n\n80\n\n \n\n \n\n**F. Dividends\nand Paying Agents**\n\n \n\nNot\napplicable.\n\n \n\n**G. Statements\nby Experts**\n\n \n\nNot\napplicable.\n\n \n\n**H. Documents\non Display**\n\n \n\nWe\npreviously filed with the SEC our registration statement on Form F-1 (Registration No. 333-217064), as amended, including the\nannual report contained therein, to register the issuance and sale of our Class A Ordinary Shares represented by ADSs in relation to\nour initial public offering. We have also filed with the SEC the registration statements on Form F-6 (Registration No. 333-217079)\nand Form F-6EF (Registration No. 333-252791 and 333-261292) to register our ADSs. We have also filed with the SEC a registration statement\non Form F-1, as amended (Registration No. 333-333-276006) registering the Ordinary Shares underlying the ADSs, the Warrants and Warrant\nShares, as amended (the “Securities Act”), including a final prospectus filed for the registration statement. In addition,\nwe have filed with the SEC the shelf registration statement on Form F-3 (Registration No. 333-28582) to register our Class A ordinary\nshares, Class A Ordinary Shares represented by ADSs, preferred shares, debt securities, warrants, rights, and units. On September 8,\n2025, we filed with the SEC a registration statement on Form 8-A12B/A to terminate our ADS program. Following such termination, our Class\nA Ordinary Shares trade directly on the New York Stock Exchange.\n\n \n\nWe\nare subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers,\nand are required to file reports and other information with the SEC. Specifically, we are required to file annually an annual report\non Form 20-F within four months after the end of each fiscal year, which is December 31. All information filed with the SEC\ncan be obtained over the internet at the SEC’s website at www.sec.gov or inspected and copied at the public reference facilities\nmaintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of documents, upon payment of a duplicating\nfee, by writing to the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing\nand content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting\nand short-swing profit recovery provisions contained in Section 16 of the Exchange Act.\n\n \n\n**I. Subsidiary\nInformation**\n\n \n\nFor\ninformation on subsidiaries, see “Item 4. Information on the Company—A. History and Development of the Company” and\nNote 1 to our audited consolidated financial statements included in “Item 18. Financial Statements” and Exhibit 8.1 to this\nannual report.\n\n \n\n**J.\nAnnual Report to Security Holders**\n\n \n\nNot\napplicable."}